2024 Second Quarter Report
2024 Second Quarter Report
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PRESS RELEASE
FOR IMMEDIATE RELEASE
August 2, 2024
2024 Second Quarter Report
Gabriel Resources Ltd. ( TSXV: GBU - “Gabriel” or the “ Company”) announces the publication of its Second
Quarter Financial Statements and Management’s Discussion and Analysis for the period ended June 30, 2024.
Summary
• On March 8, 2024, Gabriel announced that a majority of the presiding tribunal (“Tribunal”), over the strong
dissent of one of the three arbitrator s, had issued a final decision (“Arbitral Decision ”) dismissing the
ICSID arbitration claims filed against the Romanian State (“ICSID Arbitration ”) and awarded Romania
approximately US$10 million in costs (“Costs Order”).
• The Arbitral Decision is binding on the parties and the amount payable incurs simple interest from the date
of the Arbitral Decision at the 3-month US Treasury rate.
• On July 8, 2024, Gabriel announced that it has filed an application requesting the annulment of the Arbitral
Decision (“Annulment Application”) on grounds including that:
o the two arbitrators who rendered the majority decision lacked the qualities of independence and
impartiality that the ICSID Convention requires, and failed to adequately disclose relationships ;
o the Arbitral Decision suffers from manifest excesses of power by disregarding the applicable law,
multiple serious departures from fundamental rules of procedure, and failures to state reasons
for decisions made on several of the most fundamental aspects of the claims .
• On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application and notified
the parties of the provisional stay of enforcement of the Costs Order.
• O n June 20,2024, RMGC was notified that the Romanian National Agency for Mineral Resources (“NAMR”)
had rejected its application for extension of the term of the License for an additional five years, as provided
by Romanian law (“License Extension Application”). Gabriel and RMGC will pursue all options to defend
and reinstate its legal rights.
• On April 26, 2024 Gabriel announced a fundraising of up to US$5.575 million and on May 17, 2024 the
Company announced proceeds received of US$3.25 million (approximately $4.4 million). No further funds
are expected in this regard.
• As at June 30, 2024, the Company held $2.5 million of cash and cash equivalents (Q1 2024 $2.2 million) ,
excluding prepayment of $2 million set aside in respect of certain legal fees in the Annulment process.
• E xcluding the Costs Order and amounts prepaid, Gabriel believes that it has sufficient funding necessary
to cover its planned activities through to the end of Septem ber 2024 and will need to raise additional
financing during the third quarter of 2024 to fund its working capital requirements.
• The net loss for the second quarter of 2024 was $3.2 million (Q1 2024 $1.8 million).
Further information and commentary on the results in the second quarter of 2024 is given below. The
Company has filed its Unaudited Condensed Interim Consolidated Financial Statements for Q2 2024
and related Management’s Discussion & Analysis on SEDAR+ and each is available for review on the
Company’s website at www.gabrielresources.com.
2024 Second Quarter Report
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For information on this press release, please contact:
Dragos Tanase
President & CEO
Richard Brown
Chief Financial Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Further Information
Status of the ICSID Arbitration
The ICSID Arbitration sought compensation for all of the loss and damage suffered by Gabriel and its wholly -
owned indirect subsidiary, Gabriel Resources (Jersey) Limited (together “ Claimants”) resulting from the
Romanian State’s wrongful conduct in respect of the Roșia Montană gold and silver project, together with the
gold, silver and porphyry copper deposits defined in the Bucium concession area (“ Projects”) and related
licenses.
Annulment Application
• The Company previously announced that it strongly disagrees with the Arbitral Decision, which it believes
is at odds with the opinion of the dissenting arbitrator and inconsistent with any objective assessment of
the evidence presented.
• Accordingly, on July 5, 2024, the Claimants filed with the Annulment Application which sets out the grounds
under Article 52 of the ICSID Convention that warrant the annulment of the Arbitral Decision.
• The annulment process prescribed by the ICSID Convention is not an appeal of the merits of the Arbitral
Decision, but a procedure which would, if successful, extinguish the Arbitral Decision, including the C osts
Order.
• There can be no assurances that any annulment process pursuant to the ICSID Convention will result in a
positive outcome for the Company or advance in a customary or predictable manner or be completed or
settled within any specific or reasonable period of time.
‘Stay’ of Enforcement of Costs Order
• The Company considers that the Costs Order is unjust and inequitable given the manner in which the
Tribunal conducted, and the Romanian State approached its defence of, the ICSID Arbitration case, which
introduced significant delays to the procedure and si gnificantly increased Claimants’ costs. The Arbitral
Decision is binding on the parties and the amount payable incurs simple interest from the date of the Arbitral
Decision at the 3-month US Treasury rate.
• The Annulment Application, in accordance with Article 52(5) of the ICSID Convention, also requests a stay
of enforcement of the Costs Order pending a decision thereon by the Ad- Hoc Committee following its
appointment and due consideration of the matter.
• On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application and notified
the parties of the provisional stay of enforcement of the Costs Order.
• The Company announced on April 4, 2024 that the Government of Romania has requested the Claimants
to settle the Costs Order and noted that they will take action to enforce the same. In this regard, the
Romanian State has sought precautionary measures in Romania to impose restrictions on the sale or
transfer of the shares held by Gabriel Jersey in RMGC, pending settlement of the Costs Order. The
Company believes that these actions are premature and suffer from serious procedural infirmities, Gabriel
Jersey and RMGC have submitted complaints before the Romanian courts challenging these measures.
Gabriel will vigorously defend its rights and interest in Romania and elsewhere.
• As noted above, the Annulment Application requests a provisional stay against enforcement of the Costs
Order. The imposition of the provisional stay was notified to the Parties by ICSID on July 12, 2024 and is
effective from that date.
2024 Second Quarter Report
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Liquidity
• Cash and cash equivalents at June 30, 2024 were $2.5 million. In addition, legal fees in respect of the
Annulment Application of up to US$1.5 million have been prepaid
• The Company’s average monthly cash usage during Q 2 2024 was $1.4 million (Q1 2024: $0.8 million),
primarily reflecting the consistent level of ongoing operational cost together with increased payments with
regard to ICSID Arbitration-related activity quarter on quarter following the Arbitral Decision in late Q1 2024.
• At June 30, 2024, accruals for costs in respect of ICSID Arbitration-related matters amounted to $5.0 million
(Q1 2024: $4.6 million), reflecting activity post Arbitral Decision in the quarter, with the continuation of a
fee agreement in respect of the deferral of payment of certain ICSID Arbitration costs incurred before the
Arbitral Decision.
Capital Resources
Private Placement
• On April 26 , 2024, the Company announced a non- brokered private placement (the “ 2024 Private
Placement”) of 377,594,750 Common Shares at a price of $0.02 per Common Share for gross proceeds
of up to US$5.575 million (approximately $7.5 million).
• On May 17, 2024, the Company announced the receipt of US$3.25 million (approximately $4.4 million) and
the closing of an initial tranche of the 2024 Private Placement subject to certain conditions, including, but
not limited to, the approval of the TSX Venture Exchange and the receipt of all other applicable approvals.
• The remainder of the 2024 Private Placement was anticipated to close on or before July 3, 2024, however,
this did not transpire. While the Company is progressing further discussions with the party that had
previously committed to participating in the 2024 Private Placement, Gabriel will seek and explore
alternative financing options.
Future Financing Requirements
• Gabriel continues to manage its cash resources and its current and future financial obligations carefully
and will use the proceeds from the 2024 Private Placement to finance the ongoing costs of the Annulment
Application and for general working capital requirements.
• Excluding the Costs Order and amounts set aside for Annulment related legal fees, on the basis of the
Company’s balance of cash and cash equivalents as at June 30, 2024, and taking into account (i) a fee
agreement in respect of the deferral of payment of certain ICSID Arbitration costs; and (ii) the continued
deferral of a portion of salary and fees for certain employees and directors, the Company believes that it
has sufficient cash necessary to fund general working capital requirements together with other material
estimated costs associated with the Company advancing the ICSID annulment proceedings through to
September 2024.
• Accordingly, Gabriel will require further funding during the third quarter of 2024 in order to pursue long-
term activities and for general working capital purposes, including preserve its remaining assets, rights and
permits.
• Notwithstanding the Company’s recent and historic funding, there can be no assurance that additional
financing will be available to the Company at any time or, if available, that it can be obtained on terms and
timing satisfactory to the needs of the Company.
• These events and conditions indicate that a material uncertainty exists that may cast significant doubt
about the Company’s ability to continue as a going concern and therefore the Company may be unable to
realize its assets and discharge its liabilities in the normal course of business.
2024 Second Quarter Report
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Mineral Tenure Rights
• In March 2024, RMGC submitted the License Extension Application to the NAMR , together with the
requisite supporting documentation, requesting an extension of the term of the License for an additional
five years, as provided by Romanian law. The term of the License, as currently extended, was due to expire
on June 20, 2024.
• On June 20,2024, RMGC was notified that the NAMR has rejected the License Extension Application.
• The Company believes that the justifications provided by NAMR are pretextual and t he timing of this
decision, coming less than three months following the conclusion of the Company’s arbitration claim
against Romania, is dubious.
• The Company and RMGC strongly disagree with the NAMR’s decision and intend to vigorously pursue all
legal avenues to reinstate their rights. The decision of the NAMR shows a flagrant disregard for the rule of
law and established investment rights and, in the Company’s view, is a politically motivated decision to
deny RMGC’s rights to develop the Roşia Montană Project arbitrarily, witho ut due process, and without
compensation.
• RMGC has also recently urged NAMR to issue the exploitation licenses for the two Bucium Projects in
accordance with the applications made in 2007 (“ Bucium Applications ”). Throughout the ICSID
Arbitration, the Romanian State has consistently maintained a position, relied upon by the majority in the
Arbitral Decision, that the Bucium Applications remain pending before the NAMR. There remains no
response from NAMR in this regard.
Financial Performance
• Operating loss for the three-month period ended June 30, 2024 of $3.2 million was $0.7 million higher than
the corresponding period in 2023, primarily reflecting $0.1 million lower share based compensation charge,
offset by $0.2 million accrual for interest on the Costs Order and a $0.5 million increase in corporate,
general and administrative expenses.
• The overall loss for the three-month period ended June 30, 2024 was also $3.2 million, the impact of limited
doubtful debt provision, interest income and foreign exchange loss in aggregate of less than $0.1 million.
The overall loss was $2.6 million in the corresponding period in 2023.
About Gabriel
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company’s principal business has been the
exploration and development of the Roșia Montană gold and silver project in Romania, one of the largest undeveloped gold deposits
in Europe. Upon obtaining the License in June 1999, the Group focused substantially all of their management and financial
resources on the exploration, feasibility and subsequent development of the Roşia Montană Project. An extension of the exploitation
license for the Roşia Montană Project (held by Roșia Montană Gold Corporation S.A., a Romanian company in which Gabriel owns
an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A., a Romanian state-owned mining company)
was rejected by the competent authority in late June 2024.
Forward-looking Statements
This press release contains “forward-looking information” (also referred to as “forward-looking statements”) within the meaning of
applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about
management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s
operating environment. All statements, other than statements of historical fact, are forward-looking statements.
In this press release, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive
uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be
materially different from those expressed or implied herein.
Some of the material factors or assumptions used to develop forward- looking statements include, without limitation, the
uncertainties associated with: the ICSID Arbitration, actions by the Romanian Government, conditions or events impacting the
Company’s ability to fund its operations (including but not limited to the completion of further funding noted above) or service its
debt, exploration, development and operation of mining properties and the overall impact of misjudgments made in good faith i n
the course of preparing forward-looking information.
Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below, that may
never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company’s results to
differ materially from those expressed or implied by such forward-looking statements.
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Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”,
“is of the view”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “ob jectives”,
“potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”,
“should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) ar e not
statements of fact and may be forward-looking statements.
Numerous factors could cause actual results to differ materially from those in the forward- looking statements, including without
limitation:
• the duration, costs, process and outcome of the ICSID annulment proceedings;
• access to additional funding to support the Group’s strategic objectives;
• the impact on the Company’s financial condition and operations of the rejection of the extension of the Rosia Montana
exploitation license and/or any actions taken by Romania to enforce the ICSID costs order;
• the impact on financial condition, business strategy and its implementation in Romania of: any allegations of historic acts of
corruption, uncertain fiscal investigations, uncertain legal enforcement both for and against the Group, unpredictable
regulatory or agency actions and political and social instability;
• changes in the Group’s liquidity and capital resources;
• equity dilution resulting from the conversion or exercise of new or existing securities in part or in whole to Common Shares;
• the ability of the Company to maintain a continued listing on the Exchange or any regulated public market for trading securities;
• Romania’s actions following inscription of the “Roşia Montană Mining Landscape” as a UNESCO World Heritage site;
• regulatory, political and economic risks associated with operating in a foreign jurisdiction including changes in laws,
governments and legal and fiscal regimes;
• global economic and financial market conditions, including inflation risk;
• the geo-political situation and the resulting economic developments arising from the unfolding conflict and humanitarian crisis
as a consequence of conflicts such as the Russia-Ukraine war;
• volatility of currency exchange rates; and
• the availability and continued participation in operational or other matters pertaining to the Group of certain key employees
and consultants.
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.
Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been
no change in the Company’s affairs since the date of this press release that would warrant any modification of any forward-looking
statement made in this document, other documents periodically filed with or furnished to the relevant securities regulators o r
documents presented on the Company’s website. All subsequent written and oral forward- looking statements attributable to t he
Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any i ntent
or obligation to update publicly or otherwise revise any forward -looking statements or the foregoing list of assumptions or factors,
whether as a result of new information, future events or otherwise, subject to the Company’s disclosure obligations under applicable
Canadian securities regulations. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies
which can be viewed online at www.sedarplus.ca.